Fees and Compensation — Form ADV Part 2A (3/19/2015)
[Brochure]
Item 5: Fees and Compensation
Pelagus Capital Fund (General Partner) Inc., an exempted company formed under the laws of
the Cayman Islands, which serves as the general partner to the Onshore Feeder Fund (the
“General Partner”), is entitled to receive a fixed management fee from the Onshore
Feeder Fund, in arrears, on a monthly basis at an annual rate of two percent (2%) of the net
asset value attributable to the limited partners of the Onshore Feeder Fund. The General
Partner pays a portion of its management fee to MIM at no additional expense to limited
partners of the Onshore Feeder Fund. MIM is entitled to receive a fixed management fee
from the Offshore Feeder Fund, in arrears, on a monthly basis at an annual rate of two
percent (2%) or the net asset value attributable to the shares held by each investor in the
Offshore Feeder Fund
The General Partner may waive the management fee with respect to any limited partner in
the Master Fund or investor in a Feeder Fund. Management fees are not pro-rated for
partial periods.
The Funds pay for their organizational and initial offering expenses as well as for their
operating expenses, including but not limited to; all accounting, auditing, tax preparation,
legal, administration, and trading costs. The Funds may incur brokerage and other
Mako Investment Managers, LLP Form ADV Part 2A
transaction costs. For further details on MIM’s brokerage practices refer to Item 12 of this
Brochure.
MIM and its employees do not accept compensation, including sales charges or service fees,
from any person for the sale of securities or other investment products.
MIM and the General Partner are also entitled to receive performance based compensation
as described in Item 6 below.
Account Minimums and Types of Clients — Form ADV Part 2A (3/19/2015)
[Brochure]
Item 7: Types of Clients
As stated in Item 4 above, MIM’s advisory client is Pelagus Capital Fund, LP, a Cayman Islands
exempted limited partnership (the “Master Fund”). The Master Fund is comprised of two
feeder fund investors which are Pelagus Capital Feeder Fund, LP, a Delaware limited
partnership (the “Onshore Feeder Fund”), and Pelagus Capital Feeder Fund, Inc., a
Cayman Islands exempted company (the “Offshore Feeder Fund” and together with the
Onshore Feeder Fund, the “Feeder Funds”). The Feeder Funds are also clients of MIM
however MIM’s sole service provided to the Feeder Funds is to place all Feeder Fund assets
at the Master Fund for investment. The Master Fund and the Feeder Funds are sometimes
collectively referred to as the “Funds.”
Mako Investment Managers, LLP Form ADV Part 2A
All investors in the Onshore Feeder Fund and only US investors in the Offshore Feeder
Fund are required to meet certain suitability requirements including being an accredited
investor (as defined in Regulation D of the Securities Act of 1933, as amended (the
“Securities Act”)) and a qualified purchaser (as defined in Section 2(a)(51)(A) of the
Investment Company Act of 1940, as amended (the “Company Act”)). All investors in the
Feeder Funds (whether US investors or not) are required to meet general sophistication
requirements.
The minimum initial investment in a Feeder Fund is US$1,000,000, or the equivalent there
of in Euro or Japanese Yen, subject to the discretion of the General Partner or the Board of
Directors of the Onshore Feeder Fund and the Offshore Feeder Fund, respectively, to
reduce such amounts (but, in the case of the Offshore Feeder Fund not below US$100,000
(or its equivalent in the relevant currency)). The minimum additional investment in a Feeder
Fund is US$50,000, or equivalent thereof in Euro or Japanese Yen.